California Corporate & Securities Law

In a recent post, UCLA Professor Stephen Bainbridge concludes: "And the law is that suits claiming woke directors breached their fiduciary duties by their decisions about how the corporation behaves in the political arena are non-starters". While I...

Under the California General Corporation Law, a shareholder whose shares are pledged is entitled to vote those shares until the shares have been transferred into the name of the pledgee.  Cal. Corp. Code § 702(c).   There are at least three exceptions...

It is sometimes said that California Corporations Code section 2116 "codifies" the internal affairs doctrine.  See, e.g.,  Drulias v. 1st Century Bancshares, Inc., 30 Cal. App. 5th 696, 705, 241 Cal. Rptr. 3d 843, 851 (2018). However, that proposition...

Over the years, I have commented on the fact that the California Court of Appeal has yet to apply In re Caremark International Inc., 698 A.2d 959 (Del. Ch. 1996) to the directors of a California corporation.  See Still No California Caremark? and ...

On occasion, someone might perceive that they have been improperly  appointed as a director or officer of a corporation.  If this unfortunate circumstance occur, is there any mechanism for publicly disclaiming the appointment?  

I have recently written about TripAdvisor's proposal to redomesticate, by conversion, from Delaware to  Nevada.   The first reason given for the move in TripAdvisor's proxy statement is saving money:

I have a particular fondness for Thomas Wolfe because like him I lived in Asheville, North Carolina and later attended Harvard.  In his masterwork, Look Homeward Angel, Wolfe writes about the fictional town of Altamont which is Asheville's...

A little over a year ago, I wrote that California Superior Court Judge Terry Green had found that AB 979 facially violates the Equal Protection Clause of the California Constitution,  Cal. Const. Art. I, § 7.  Crest v. Padilla, L.A. Super. Ct. Case...

In Hyde Park Venture Partners Fund III, L.P. v. FairXchange, LLC, 2023 WL 2417273 (Del. Ch. Mar. 9, 2023), Vice Chancellor J. Travis Laster ruled that two investment funds were within the "circle of confidentiality" that encompassed the corporation...